EXHIBIT 10.11
AMENDED AND RESTATED
EASTMAN UNFUNDED RETIREMENT INCOME PLAN
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002
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EASTMAN UNFUNDED RETIREMENT INCOME PLAN
Amended and Restated Effective January 1, 2002
TABLE OF CONTENTS
Article Title Page
- ------- ----- ----
1 Purpose of Plan 3
2 Definitions 3
3 Eligibility 4
4 Benefits 4
5 Administration 6
6 Amendment and Termination 8
7 Miscellaneous 8
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EASTMAN UNFUNDED RETIREMENT INCOME PLAN
ARTICLE ONE
Purpose of Plan
1.1 This Plan implements the intent of providing retirement benefits by
means of both a funded and unfunded plan. This Plan is maintained
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees as described
in Section 201(2) of the Employee Retirement Income Security Act of
1974 and is designed to provide retirement benefits payable out of the
general assets of the Company where benefits cannot be paid under the
Funded Plan because of Code Section 401(a)(17) or Code Section 415 and
the provisions of the Funded Plan which implement such Sections and/or
because deferred compensation is ignored in defining compensation for
purposes of calculating benefits under the Funded Plan.
The prior Plan was initially adopted
effective January 1, 1994. This Plan is
amended, renamed and restated effective
January 1, 2002.
ARTICLE TWO
Definitions
2.1 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
2.2 "Company" shall mean Eastman Chemical Company, and any subsidiary
and/or affiliated corporation which is a participating employer under
the Funded Plan, except where a specific reference is made to a
particular corporation.
2.3 "Compensation Committee" shall mean the Compensation and Management
Development Committee of the Board of Directors of the Company.
2.4 "Effective Date" shall mean January 1, 1994
2.5 "Employee" or "Participant" shall mean a participant in the Funded
Plan.
2.6 "Funded Plan" shall mean the Eastman Retirement Assistance Plan.
2.7 "Plan" shall mean this Eastman Unfunded Retirement Income Plan.
2.8 "Present Value" shall mean the actuarial present value of the
Participant's benefit under this Plan. Present Value for purposes of
Sections 4.4 and 4.5 shall be calculated using the actuarial
assumptions and methodologies that would be used by the Funded Plan to
determine a single lump sum payment as of the Participant's termination
of employment.
ARTICLE THREE
Eligibility
3.1 All Employees eligible to receive a benefit from the Funded Plan shall
be eligible to receive a benefit under this Plan if they have deferred
any portion of their compensation otherwise payable by the Company
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pursuant to a duly authorized and executed deferred compensation
agreement or plan and/or their benefit cannot be fully provided by the
Funded Plan due to the benefit limitations imposed by Code Section
401(a)(17) or Code Section 415.
ARTICLE FOUR
Benefits
4.1 Benefits due under this Plan shall be paid at such time or times
following the Employee's retirement or death as the Company's Vice
President, Human Resources determines with respect to Employees other
than executive officers of the Company, and as the Compensation
Committee determines with respect to Employees who are executive
officers of the Company. In each case the method of payment shall be
chosen in the sole discretion of the Company's Vice President, Human
Resources or Compensation Committee, as applicable, from among the
payment options available under the Funded Plan. If the Employee is
deceased, the person who shall receive payment under this Plan (if
any), shall be the same person who would be entitled to receive
survivor benefits with respect to the Employee under the Funded Plan.
4.2 The benefit payable under this Plan shall be the amount of the
retirement income benefit to which an Employee would otherwise be
entitled under the Funded Plan,
(i) if deferred compensation were included in the Funded Plan's
definitions of "Participating Compensation" and "Retirement
Annual Salary Rate", at the time of deferral; and
(ii) if the provisions of Sections 415 and 401(a)(17) of the Code,
as expressed in the Funded Plan, were disregarded;
less the combined amounts of the retirement income benefit to which the
Employee is entitled under the Funded Plan and the retirement income
benefit to which such Employee is entitled under the Eastman Excess
Retirement Income Plan.
The "retirement income benefit to which the Employee is entitled under
the Funded Plan" generally means the benefits actually payable to an
Employee under the Funded Plan; provided, however, that where the
benefits actually payable to an Employee under the Funded Plan are
reduced on account of a payment of all or a portion of an Employee's
benefits to a third party on behalf of or with respect to an Employee
(pursuant, for example, to a qualified domestic relations order), the
"retirement income benefit to which the Employee is entitled under the
Funded Plan" shall be deemed to mean the benefit that would have been
actually payable but for such payment to a third party.
4.3 If an Employee's benefit from the Funded Plan is subject to an
actuarial reduction because of the time when payment commences, his
benefit from this Plan shall be actuarially reduced on the same basis.
4.4 Not later than one (1) year before the Participant's termination of
employment, a Participant may elect on forms provided by the Company to
have the Present Value of his benefit under this Plan transferred to
the Eastman Executive Deferred Compensation Plan. If the Participant
makes such a timely election, then upon his termination of employment,
neither the Participant nor his beneficiaries shall have any further
right to benefits of any kind under this Plan, and the payment of such
benefits shall be governed solely by the Eastman Executive Deferred
Compensation Plan.
4.5 Notwithstanding Section 4.4, if a Participant terminates employment
under Changed Circumstances, then the Vice President, Human Resources,
with respect to Participants who are not executive officers of the
Company, and the Compensation Committee, with respect to Participants
who are executive officers of the Company, may allow such Participant
make the election described in Section 4.4 with less than one (1)
year's notice. The determination of whether or not to permit such
election with less than one (1) year's notice shall be made by the Vice
President, Human Resources or the Compensation Committee, as
applicable, in his or its sole discretion, taking into account such
factors as deemed appropriate, and without regard to any prior
determinations made by such parties. Until announced otherwise by the
Vice President,
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Human Resources, "Changed Circumstances" shall mean (and shall only
mean) a Company-initiated termination of employment.
4.6 The benefits payable under this Plan shall be paid by the Company out
of its general assets. To the extent an Employee acquires the right to
receive a payment under this Plan, such right shall be no greater than
that of an unsecured general creditor of the Company. No amount payable
under this Plan may be assigned, transferred, encumbered or subject to
any legal process for the payment of any claim against an Employee.
ARTICLE FIVE
Administration
5.1 Responsibility. Except as expressly provided otherwise herein, the Vice
President, Human Resources shall have total and exclusive
responsibility to control, operate, manage and administer the plan in
accordance with its terms.
5.2 Authority of Vice President. The Vice President, Human Resources shall
have all the authority that may be necessary or helpful to enable him
to discharge his responsibilities with respect to the Plan. Without
limiting the generality of the preceding sentence, such Vice President
shall have the exclusive right: to interpret the Plan, to determine
eligibility for participation in the Plan, to decide all question
concerning eligibility for and the amount of benefits payable under the
Plan, to construe any ambiguous provision of the Plan, to correct any
default, to supply any omission, to reconcile any inconsistency, and to
decide any and all questions arising in the administration,
interpretation, and application of the Plan. However, see Section 5.5.
5.3 Discretionary Authority. The Vice President, Human Resources shall have
full discretionary authority in all matters related to the discharge of
his responsibilities and the exercise of his authority under the Plan
including, without limitation, his construction of the terms of the
Plan and his determination of eligibility for participation and
benefits under the Plan. It is the intent of Plan that the decisions of
such Vice President and his action with respect to the Plan shall be
final and binding upon all persons having or claiming to have any right
or interest in or under the Plan and that no such decision or action
shall be modified upon judicial review unless such decision or action
is proven to be arbitrary or capricious. Notwithstanding anything to
the contrary in this Article Five, the Vice President, Human Resources
shall not have the authority to make any decision or resolve any issue
that directly affects his own participation or benefits under this
Plan, and instead such decision or resolution shall be reserved to the
Compensation Committee.
5.4 Delegation of Authority. The Vice President, Human Resources may
delegate some or all of his authority under the Plan to any person or
persons provided that any such delegation be in writing.
5.5 Authority of Compensation Committee. Under Section 4.1 of this Plan,
decisions concerning payment of benefits to executive officers shall be
made by the Compensation Committee of the Board of Directors, and to
that extent the provisions of 5.1 through 5.4 above shall be deemed to
apply to such Committee.
5.6 Irrevocable Elections. Notwithstanding anything to the contrary in this
Plan, the Vice President, Human Resources and the Compensation
Committee, as applicable, may expressly designate any decision under
Section 4.1 concerning time of payment of benefits and/or form of
payment as being irrevocable, and if such designation is made, such
decision may be changed only with the consent of the Employee, or, if
the Employee is deceased, the Employee's beneficiary under this Plan
(if any). Once payments have commenced to an Employee or beneficiary
under this Plan, the form of payment shall be considered irrevocable
within the meaning of the immediately preceding sentence, regardless of
whether it is designated as such by the Vice President, Human Resources
or the Compensation Committee.
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ARTICLE SIX
Amendment and Termination
6.1 While the Company intends to maintain this Plan in conjunction with the
Funded Plan under present business conditions, the Company, acting
through the Compensation Committee, reserves the right to amend and/or
terminate it at any time for whatever reasons it may deem advisable.
6.2 Notwithstanding the preceding Section, however, the Company hereby
makes a contractual commitment to pay the benefits accrued under this
Plan as of the date of such amendment or termination to the extent it
is financially capable of meeting such obligation.
ARTICLE SEVEN
Miscellaneous
7.1 Nothing contained in this Plan shall be construed as a contract of
employment between the Company and an Employee, or as a right of an
Employee to be continued in the employment of the Company, or as a
limitation of the right of the Company to discharge any of its
Employees, with or without cause.
7.2 This Plan shall be governed by the laws of the State of Tennessee,
except to the extent preempted by federal law.
7.3 This Plan shall be binding upon the successors and assigns of the
parties hereto.
7.4 The Company will withhold to the extent required by law all applicable
income and other taxes from amounts accrued or paid under the Plan.
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